Sirius Minerals Regulatory News (SXX)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is for information purposes only and is not a prospectus and not an offer of securities for sale in any jurisdiction, including in the United States, Australia, Canada, Japan and South Africa.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section below.

28 March 2017 

Sirius Minerals Plc

Notification of proposed admission to the Official List and cancellation of trading on AIM

In conjunction with the audited full year results for the year ended 31 December 2016, Sirius Minerals Plc ("Sirius" or the "Company") today announces its intention to apply for admission to listing of its ordinary shares (the "Ordinary Shares") on the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and admission to trading on the London Stock Exchange plc's (the "London Stock Exchange") main market (the "Main Market") for listed securities (together, "Admission"). Pursuant to Rule 41 of the AIM Rules for Companies, the Company hereby gives notice of the intended cancellation of trading of its Ordinary Shares on the AIM market of the London Stock Exchange ("AIM").

The Company directors believe that a premium listing will support the long-term strategy of the Company by providing the Company with a more appropriate platform for its growth and is in keeping with the nationally significant nature of the Company's North Yorkshire polyhalite project and its market capitalisation, which as of the date of this announcement is in excess of £700 million.  In addition, the Company directors believe that Admission will raise the Company's global profile, increase its trading liquidity and provide the Company with a greater range of potential investors for its ordinary shares.

Chris Fraser, Managing Director and Chief Executive Officer, said:

"It has been a long-stated intention of the Company to move to the Main Market and we are delighted to be continuing to deliver on our goals as we move forward with the timely delivery of our Woodsmith Mine."

Admission will be through an introduction of the existing Ordinary Shares.  The Company will not be issuing new shares in conjunction with the proposed Admission or the publication of the related prospectus, and has no current intention to raise capital through the issue of new shares in the UK or elsewhere.

It is expected that the Company will publish its prospectus in connection with Admission on or around 25 April 2017 and that the Ordinary Shares will be admitted to the Official List, commence trading on the Main Market and simultaneously trading will be cancelled on AIM at 8:00am on 28 April 2017 (being at least 20 business days after this announcement), subject to the receipt of the necessary approvals from the UK Listing Authority and the London Stock Exchange.  The Company's shares will continue to be registered with their existing ISIN number GB00BD8GDH86 and SEDOL number B0DG3H2.  The Company's ticker symbol will continue to be SXX.  The prospectus will, when issued, be made available on the Company's website at www.siriusminerals.com.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is acting as sponsor to the Company in connection with Admission.

The Company's existing shareholders should consult their own tax advisers as to the tax implications of the Company's proposed move to the Main Market.

Further announcements will be made in due course. 

For further information, please contact:

About Sirius Minerals Plc

Sirius Minerals Plc is the fertilizer development company focused on the construction and development of its North Yorkshire polyhalite project in the United Kingdom. It believes the Project represents the world's largest high-grade known deposit of polyhalite, a multi-nutrient form of potash containing potassium, sulphur, magnesium and calcium. Incorporated in 2003, Sirius Minerals' shares are traded on the London Stock Exchange's AIM market (AIM: SXX). Its shares are also traded in the United States on the OTCQX through a sponsored ADR facility. Further information on the Company can be found at: www.siriusminerals.com.

Important notice

Forward-looking statements

This announcement contains forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  None of the Company, the Directors or the Sponsor undertake any obligation nor do they intend to revise or update any document unless required to do so by applicable law, the Prospectus Rules, the Disclosure Requirements or the Transparency Rules.

This announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States") or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations. The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities Act of 1933, as amended (the "Securities Act") or the applicable laws of other jurisdictions.

This announcement is for information purposes only and does not constitute an offer or invitation to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the Company. This announcement does not constitute nor form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States. The Ordinary Shares have not been and will not be registered under the Securities Act or under any securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. The Ordinary Shares may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There is no public offer of the Ordinary Shares in the United States. The Ordinary Shares may not be offered or sold to, or for the account or benefit of, any ADR holder. Subject to certain exceptions, no action has been taken by the Company or by the Sponsor that would permit an offer of the Ordinary Shares or possession or distribution of this announcement in any other jurisdiction where action for that purpose is required, other than the United Kingdom. No public offering of the shares referred to in this announcement is being made.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Sponsor or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), and the PRA, and Liberum, which is authorised and regulated in the United Kingdom by the FCA, are each acting exclusively for the Company and no one else in connection with the proposed Admission, and will not regard any other person (whether or not a recipient of this document) as a client in relation to the proposed Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice, in relation to the proposed Admission or any other matter referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Sponsor by the Financial Service and Markets Act 2000, as amended, or the regulatory regime established thereunder, or by the London Stock Exchange or the AIM Rules, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, the Sponsor, nor any of its affiliates, directors, officers, employees or advisers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this announcement, including its accuracy or completeness, or for any other statement made or purported to be made by it, or on behalf of it, the Company, the Directors or any other person, in connection with Admission, and nothing in this document should be relied upon as a promise or representation in this respect, whether or not to the past or future. The Sponsor and its affiliates, directors, officers, employees and advisers accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.

Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.